Terms of Business
TERMS AND CONDITIONS OF SALE TO CUSTOMERS OF INTERVET IRELAND LTD.
1. Interpretation – 1.1 In these conditions “the Company’ shall mean Intervet Ireland Ltd., trading as MSD Animal Health; “the Customer” shall mean any organisation, company or person ordering Goods from the Company; and “Goods” shall mean the goods or services ordered from the Company by the Customer.
1.2 These conditions will apply to all orders received by the company for the supply of Goods and replace all previously published conditions.
2. Prices – 2.1 The price of the Goods (“Price”) shall be that stated in the Company’s quotation or, where no Price has been quoted, the Price listed in the Company’s price list from time to time applicable. Any quotation shall remain valid for 30 days only.
2.2 All prices quoted are subject to VAT at the applicable rate prevailing at the date of supply.
2.3 The company reserves the right to apply a carriage and packing charge on all orders below €400 in value and on orders received from and delivered to Customers at a frequency of more than once per week, on the instruction of the Customer.
3. Orders – 3.1 Orders are accepted only for the quantities or multiples thereof stated in the Company’s current price list from time to time.
3.2 No order which has been accepted by the Company may be cancelled by the Customer except with the prior written consent of the Company which may be given on such terms as the Company shall state.
4. Payments – 4.1 Unless otherwise agreed by the company in writing payment for Goods shall be received by the last working day (being Monday to Friday but excluding Bank Holidays) of the month following the month during which the invoice was raised, and such invoice may be raised at any time following delivery of the Goods in accordance with 5.1.
4.2 Failure to pay by the due date will entitle the Company to suspend any further deliveries, and/or charge interest on the amount unpaid at the rate of 2% per month and/or recover the Goods as described in clause 8.
5. Delivery – 5.1 Delivery of the Goods shall be deemed to have taken place by the Company delivering or attempting to deliver the Goods to the place nominated by the Customer or by the Company informing the Customer that the Goods are ready for collection at the Company’s premises.
5.2 Any dates quoted for delivery of the Goods are approximate only.
5.3 The Company will not be liable for any delay in delivery or failure to deliver except in the event of wilful default.
6. Shipments – 6.1 Route and means of transport are at the Company’s choice and the Customer shall bear surcharges resulting from dispatch by special route, means or speed or in other than standard packaging or economical quantities. Where Goods are collected by the Customer’s vehicles the Company reserves the right to refuse delivery of Goods if in the Company’s opinion the Customer’s vehicle or container is unsuitable for such transport. Release of Goods does not, however, constitute an admission by the Company that the vehicle was inspected and the company shall neither be responsible for the conditions of such vehicle nor liable for any damage or loss resulting from such unsuitable vehicles or containers.
7. Returns – 7.1 Goods may not be returned to the Company without the prior written consent of the Company which will be given upon such terms as the Company may consider appropriate.
7.2 In addition to the discretion given to the Company under 7.1 above, no Goods will in any event be considered for return.
8. Property – 8.1 The risk of damage or loss of the goods shall pass to the customer at the time of deemed delivery in accordance with clause 5.
8.2 Notwithstanding delivery and the passing of risk the property in the Goods shall remain with the Company until the customer has settled all his/her obligations arising from the mutual business relations.
8.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the goods as the Company’s fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property. Until that time the customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties and, in the case of tangible proceeds, properly stored protected and insured.
8.4 Until the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been re-sold) the Company shall be entitled at any time to require the customer to return the Goods and, on failure to do so, to enter upon the premises of the Customer or any third party where the Goods are stored and repossess the Goods.
8.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness, any of the Goods which remain the property of the Company. If the Customer does so, all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
9. Warranties – 9.1 Subject as expressly provided in these terms and conditions, and except where the goods are sold to a person dealing as a consumer any conditions or warranties (whether express or implied by statute or common law or arising from conduct or previous course of dealing or trade, custom or usage) are hereby excluded to the fullest extent permitted by law.
10. Damage or Loss in Transit – 10.1 Claims based on any deficit in the quality, quantity or condition of the Goods will only be considered if notified in writing to the Company within 3 days of the date of delivery in accordance with 5.1.
10.2 Claims for non-delivery of Goods will only be considered if notified in writing to the Company within 10 days of the date of the invoice.
10.3 The Company shall not be liable to the Customer or be deemed to be in breach of any provisions of those terms and conditions of sale by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods, if the delay or failure is due to any cause beyond the Company’s reasonable control.
11. Consequential Loss – 11.1 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other terms, or any duty at common law, or under the expressed terms of these conditions of sale, for any consequential ross or damage (whether for loss of profits or otherwise) costs, expenses or other claims for consequential or other compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the Goods or the use or resale by the Customer of the Goods, except as expressly provided in the terms and conditions of sale.
11.2 For the avoidance of doubt, the maximum liability of the Company hereunder, subject to 11.1 above for any loss or damage of whatever nature howsoever it is caused, shall be limited to and in no circumstances shall exceed the price.
12. Representations – 12.1 No date, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement, or other written communication, or made verbally by any of the agents or employees of the Company shall be construed so as to enlarge, vary or override in any way these terms and conditions of sale.
13. Patents and Trade Marks – 13.1 Nothing in these conditions of sale shall be construed as granting or implying the grant of any licence under any patent or trade mark rights or any other industrial property rights held by the Company anywhere in the world to any person and the Company shall be entitled to exercise such patent or trade mark rights and/or other industrial property rights to the fullest extent legally permissible at the time of such exercise.
13.2 If products are supplied carrying a trademark the customer may use this trademark only with the express written consent of the trademark owner, if they are to be re-sold alter being re-packed, re-decanted or further processed, or are mixed with other goods. The obligation to avoid or prevent unauthorised use of the trademarks or patents belonging to third parties rests with the customer.
14. Law – 14.1 AH sales contracts shall be subject to Irish law and the courts at Dublin shall have jurisdiction.
For further information on terms of business with MSD Animal Health please contact us.